1. DEFINITIONS
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the MicMacMusic Ltd Affiliation Programme ("Programme"). As used in this Agreement, "MMM", "we", "us", or "our" means MicMacMusic Ltd, and "you" means the applicant. "MMM Site" means the site that has its primary home page identified by the URL www.micmacmusic.com, and "site" means a World Wide Web site. "Your site" means any site that you will link to the micmacmusic.com Site (and which you will identify in your Programme application).

2. ENROLLMENT IN THE PROGRAMME
To begin the enrollment process, you will submit a complete Programme application via the MMM Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Programme. Unsuitable sites include, but are not limited to, those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- promote illegal activities
- breach intellectual property rights
- include "micmacmusic" or any other trademark of MicMacMusic Ltd or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) - for example, a URL such as "micmacmusic.mydomain.com", "micacmmusic.com" or "micmacmusic.net" would be unsuitable otherwise violate intellectual property rights.

By participating in the Programme you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Programme at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Programme, we may terminate this Agreement. Participation in the Programme is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Programme.

3. LINKS ON YOUR SITE
Once you have been notified that your site has been accepted into the Programme, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the MMM Site, to provide on your site one or more of the following types of links to the MMM Site:Product Links: You may select one or more Products to list on your site. A "Product" is any product listed on the MMM Site that is fulfilled by us. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding MMM Site online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval. Special Links that individually link to specific Products as described above are referred to as "Product Links". You may not use Special Links to link to the MMM Site from references to products on your site that are not "Products" as defined above.General Link to MMM Site Home Page: You may provide a general link on your site to the home page of the MMM Site.Any Page Link: You may provide a link on your site that will link to any particular page on the MMM Site, provided that you properly use the special link formats provided on the MMM Site as part of the Programme to create such link.
We will provide you with guidelines and graphical artwork to use in linking to the MMM Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the MMM Site. You must ensure that each of the links between your site and the MMM Site properly utilizes such special link formats. Links to the MMM Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links". You will earn referral fees only with respect to activity on the MMM Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the Affiliate Programme and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Programme constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the MMM Site.
Except for the license granted under this Section 3, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the micmacmusic.com domain name.
You also acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).
You also acknowledge that as a participant in the Programme, we may from time to time send you email updates about the Programme. By participating in the Programme, you consent to our sending you these email updates.
Further, you acknowledge and agree that you will: (a) use any data, images, text, or other information obtained by you from us or the MMM Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (b) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any site other than the MMM Site; and (g) promptly delete any Content that is no longer displayed on the MMM Site or that we notify you is no longer available for your use.

4. ORDER PROCESSING
We will process Product orders placed by customers who follow Special Links from your site to the MMM Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to the MMM Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

5. REFERRAL FEES
We will pay you (in accordance with Sections 6 and 7 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to MMM Site, and add the Product to his or her shopping cart during a session. The session ends when the customer orders the Product. We will only pay referral fees on eligible Products after order, payment and shipping (if applicable) have occurred.
To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the MMM Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the MMM.com Site are not properly formatted.
We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart after the customer has reentered the MMM Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a link from your site to the MMM Site. In addition, gift certificates are not eligible to earn referral fees.
You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products".
In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the MMM Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access the MMM Site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the MMM Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Amazon.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the MMM Site or otherwise around or in conjunction with the display of the MMM Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the MMM Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the MMM Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Programme; or (i) seek to purchase or register any keywords, search terms or other identifiers that include the word "micmacmusic" or variations of it. From time to time we may request that you cause any applicable Web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

6. REFERRAL FEE SCHEDULE
During each calendar quarter, for Qualifying Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees.

7. PAYMENTS
Subject to the other terms of this Agreement, you will earn 10% of "Qualifying Revenues" (net revenues derived by us from sales of Qualifying Product units sold during sessions initiated through Special Links on your site, excluding costs for shipping, service charges, credit card processing fees, returns and copyright fees (if applicable).
We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will either (a) send you a check for the referral fees earned, (b) directly deposit the referral fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the account number and the primary account holder name as it appears on the bank account). Notwithstanding the above, if the balance owed by MMM during any quarter is less than 100 Euros (or the equivalent amount in any currency) MMM may postpone the referral fees payment until the balance owed by MMM to the Applicant is at least 100 Euros (or its equivalent).

8. LIMITATIONS
We grant you a nonexclusive, revocable right to use graphic images and texts, solely for the purpose of identifying your site as a Programme participant and to assist in generating Product sales. You may not modify graphic images or texts, in any way. We reserve all of our rights in any images or texts, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

9. RESPONSIBILITY OF YOUR WEBSITE
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
the technical operation of your site and all related equipment creating and posting Product descriptions on your site and linking those descriptions to the MMM Site catalogue, the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials), ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), ensuring that materials posted on your site are not libelous or otherwise illegal, ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

10. COMPLIANCE WITH LAWS
As a condition to your participation in the Programme, you agree that while you are a Programme participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Programme participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Programme you will comply with all applicable laws that govern marketing email, including all anti-spam laws.

11. DURATION
The term of this Agreement will begin upon our acceptance of your Programme application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the MMM Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Programme. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. MODIFICATION
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the MMM Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE MMM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. RELATIONSHIPS
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

14. LIMITATIONS
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

16. DISCLAIMERS
We make no express or implied warranties or representations with respect to the Programme or any products sold through the Programme (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the MMM Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

17. INDEPENDENT INVESTIGATION
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

18. JURIDICTION
This Agreement is governed by and is to be construed in accordance with the laws of England and Wales. The English Courts will have exclusive jurisdiction to deal with any dispute that arises out of or in connection with this Agreement.